F OR P UBLICATION



### UNIT E D ST AT E S CO URT O F APPE AL S FO R T H E NINT H CIRCUIT

R O B E R T R O U S E , an individual; V I C T O R I A R O U S E , an individual, Plaintiffs-Appellees

,

v

.

W A C H O V I A M O R

T G A G E , F SB , a Division of W ells F arg o B ank NA, F KA W orld Saving s B ank,

Defendant-Appellant

. N o. 12-55278

D.C. No. 5:11-cv-00928- DMG-DTB

OPI NI ON

A ppeal from the United States District Court for the Central District of California Dolly M. Gee, District J udg e, Presiding

Submitted November 5, 2013 * Pasadena, California

F iled March 27, 2014

B e fore: M. Marg a

ret McKeown, Ronald M. Gould, and J ay S. B y bee, Circuit J udg es.

* T h e p an el u n a n i m o u sly co n clu d es th is case is su itab le f o r d ecisio n

w ith o u t o ral arg u m en t. S

ee Fed

. R. A

p p. P

. 3 4 (a)(2 ). P lain tif

f s- A p p ellees d id n ot s u b m it a resp o n siv e b rief

, d id n o t retu rn th e ack

n o w led g m e n t o f h earin g n o tice, an d d i d n o t resp o n d to in q u iries f ro m th e Clerk ’ s o f

f i ce reg ard in g ap p earan ce at arg u m en t.R O U S E V

. W A C H O V I A M O R T G A G E 2

Opinion by J udg e McKeown; Dissent by

J udg e Gould

SUMMARY * *

Diversity Jurisdiction

The panel re v e r s e d the district court’s order remanding the case to California S u p e r ior Court for lack of diversity jurisdiction.

The p anel held that unde r 2 8 U.S.C. § 1348 a n ational bank is a c i t i z e n only of the state in which its main office is located. The panel concluded that the district co u rt h ad dive r s i t y jurisdiction because there was complete diversity between the p laintiffs, citiz ens of California, and Wells F arg o B ank, N.A., a citiz en of South Dakota.

J udg e Gould d issented because h e would view W ells F arg o a s a citiz en of California for diversity p u r poses, a nd affirm the district court.

** T h is su m m ary co n stitu

t es n o p ar t o f t h e o p in io n o f th e co u rt. It h as b een p rep ared b y

co u rt staf

f f o r th e co n v en i en ce o f

th e read er.R O U S E V

. W A C H O V I A M O R T G A G E 3

COUNSEL

Mark T. F lewelling

, Robert C. L ittle, and Y aw

- J iun W u, Ang lin, F lewelling

, Rasmussen, Campbell & Try tten L L P, Pas a d e na, California; Robert A

. L ong , J r., Coving ton & B urling L L P, W ashing ton, D.C., for Defendant-Appellant.

No appearance for Plaintiffs-Appellees.

OP INION

McKEOW

N, Circuit J udg e:

One mig h t think that 150 y e ars after Cong ress e stablished national banks in 186 3
, the question of their citiz enship for purposes of diversity

jurisdiction would be well established. Not so. The r elevant statute is a mbig uous, the courts are split

on the q uestion, a n d the Supreme Court has not squarely decided the issue.

Under 28 U .S.C. § 1348, national ba n k i n g associations

are “citiz ens o f the States in which they a r e r e spectively located.” I

d. The critical w ord—“locate d ”

— is not defined in the statute or elsewhere. Nor does its meaning flow easily from dictionary d efinitions or interpretive canons. W achovia Bank, N.A. v. Schmidt

, 546 U.S. 3 0 3, 314–17 (2006)

. L ooking to the Supreme Court’s treatment of the issue and to the history and sequence o f the enactment and a mendment o f
t h e s t at ute, w e conclude that, under § 1348, a national b a n k is “located” only in the state desig n a t e d a s its main o ffice. See id. at 314, 318–19.R O U S E V

. W A C H O V I A M O R T G A G E 4

F ACTUAL AND P ROCEDURAL BACK G ROUND

Robert and V ictoria Rouse (collectively

, “the Rouses”) filed suit a g ainst W el l s F arg o B ank, N.A., its W achovia Mortg ag e division (collectively

, “W ells F arg o”), and NDeX W e st L L C, in the Super i o r Court of the State of California. The orig inal complaint raised multiple causes of action under
state and federal law pertaining to the Rouse’s home loan a nd deed of trust. W ells F arg o removed the action to district court, asserting subject matter j u r i sdiction on the b asis o f federal q uestions and diversity of citiz e n ship. See 28 U .S.C. §§ 1331, 1 332(a). W ells F arg o f iled a motion to dismiss the complaint for failure to state a claim, in wh i c h N DeX W e st joined. The district court g ranted the motion and dismissed the complaint with leave to amend.

The Rouses filed their first a me n d e d complaint, r aising only state law claims. F ollowing an order to show cause why the case should not b e r e manded to stat e c o u r t for lack o f diversity jurisdiction, the district court held that n ational banks are citiz ens of the state where their p r i n c i p al place o f business is located a s well a s o f the state where their main office is located as desig nated in their articles of association. B ecause W ells F a

rg o’s main office is in South Dakota and its principal place o f b usiness is in California, and the Rouses

are citiz ens of California the district court remanded the case to California Superior Court for lack of jurisdiction.

ANALYSIS

The dispositive issue i n this appeal is whether, under 28 U.S.C. § 1348, a national bank is a citiz en of both the state in which its principal place of business is located and the state where its main office is located as desig nated in the bank’sR O U S E V

. W A C H O V I A M O R T G A G E 5

articles of assoc i a t i o n

. 1 W e review de novo this issue of statutory co n struction. See United States v. Havelock

, 664 F .3d 1284, 1289 (9th Cir. 2012).

W e c onclude t h a t , u n der 28 U.S.C. § 1348, a n ational bank is a citiz en only o f th e s t a t e i n which its main office is located. Hence, the district court had diversity jurisdiction becaus e t h ere was complete diversity between the Rouses, citiz ens of C a l i fornia, and Wells F arg o , a citiz en of South Dakota. W e therefore reverse the judg ment of th e d i strict
court and remand for further proceeding s consistent with this opinion.

I. The Citizenship of

National Banks: 28 U.S.C. § 1348

W e lls F arg o is a national b ank, a “corporate entit[ y ] chartered not by any State, but by t h e C o m p troller of the Currency of the U .S. Treasury .” W achovia Bank

, 546 U .S. at 306. Unlike state-chartered banks or o t h e r corporations whose citiz enship is g o v erned by 28 U.S.C. § 1 332 2 the citiz enship of nationally chartered banks is go v er ned b y 28 U .S.C. § 1348, which provides in pertinent pa rt: “ All national banking associatio n s shall, f or the purposes of all other actions by or ag ainst them, be deemed citiz ens of the

1 1 2 U.S.C. § 2 2 (Seco n d ) req u ires th at a n atio n al b an k d esig n ate “ [t]h e p lace w he r e its o p eratio n s of d i sco u n t an d d ep o sit are t o be carried o n ,”

w h ich serv es as th e b an k ’ s “ m ain o f f ice.” W ach o via Ba n k

, 5 4 6 U

. S

. at 3 0 7 n .1

.

2 Fo r d iv ersity p u rp o ses, a co rp o ratio n —w h i ch in clu d es state- ch artered b an k s—is d eem ed to b e a citizen o f “e v ery State an d f o reig n state b y

w h i ch it h as b een in co rp o rated an d o f th e State o r f o reig n s tate w

h ere i t h as its p rin cip al p l ace o f b u s in ess.

. . .” 2 8 U.S.C. § 1 3 32 (c)(1 ); W a ch ovia Ba n k , 5 4 6 U.S. at 3 06

.R O U S E V

. W A C H O V I A M O R T G A G E 6

States in which they a

re respectively located.” 28 U .S.C

. § 1348.

T h e s parse tex t of the statute o ffers no definitions. O u r

ana l y s i s focuses on the meaning of the word “located.” W h e r e a statute does n ot define a key term, we look t o t h e word’s ordinary meaning

. I n r e HP I

nkjet P rinter Litig.
, 716 F .3d 1173, 1181 (9th Cir. 2013). However, the Supreme Court has held, in the contex t of § 1 348, that th e word is ambig uous on its face. 3 W a chovia Bank

, 546 U.S. at 313–14 (“[ T] he term ‘ located,’ as it appears in the National B ank Act, has n o fix ed, plain meaning .”). As the Supreme Court n oted, “‘located,’ as its appearance in the banking laws reveal

. . . is

a chameleon word; its meaning depends on the contex t in a nd
p urpose for which it is used.” I d

. at 318. The messa ge i s cl e a r : w e must look bey o nd the plain tex t of the statute a nd the word’s ordinary meaning to disce r n t h e meaning of the word “located” for purposes of § 1348.

II. Wachovia Bank, N.A. v. Schm idt

I n W achovia B ank

, the Supreme Court a ddressed a different but related issue: whethe r a federally c hartered

3 In in terp retin g th e term “ lo cated ” in § 1 3 4 8, th e Co u rt co n clu d ed th at certain can o n s o f statu to ry co n stru ctio n d id n o t aid its in t erp retatio n

. Fo r

ex am p le, th e Co u rt d eterm in ed th at th e can on th at d if f eren t j u risd ictio n al

w o rd s sh o u ld be g iv en d if f eren t m ean in g s do es n o t ap p ly to § 1 3 4 8 b ecau se th e u se o f “ estab l ish ed ” v ersu s “ l o cated ” is lik ely a “ co in cid en ce

o f statu to ry co d i f

icatio n .” W

ach ovia Ba n k , 5 4 6 U.S. at 31 4. T h e Co u rt also reso lv ed th at “ lo cated ” sh o u l d n o t b e in terp reted co n sisten t w i t h th e

u se of “ lo cated ” in a v en u e s t atu te b e c a us e t h e v en u e statu t e an d th e j u risd ictio n statu te h av e tw o d i stin ct p u rp o ses: to p ro v id e f o r co n v en ien ce to litig an t s an d t o lim it th e p o w er o f th e f ed eral co u rts, resp ectiv ely

. Id

. at 3 1 5

– 1 9.R O U S E V

. W A C H O V I A M O R T G A G E 7

n a t ional bank is a citiz en of every state where it operate s a branch in addition to the state where its ma i n office is desig nated. 546 U.S. at 3 06. The court held “that a n ational bank, for § 1348 purposes, is a citiz en o f the state in w hich its

m a in office, as set forth in its articles of association, i s located.” I

d

. at 307. Al t houg h this holding appears to be a categ orical statement with r espect to § 1348, we acknowledg e that i t w a s rendered in response to a slig htly different question than we face here.

The Court g ranted certiorari in W achovia Bank to resolve

a ci r c u i t split over w hether national banks are citiz ens o f
every state in which they operate a branch fo r p u rposes o f diversity jurisdiction. B o th the F ifth Circuit a nd the Seventh Circuit held that national banks are not “located” in every state where the bank has a branch. Horton v. Bank One, N.A.
, 387 F

. 3d 426, 431 (5th Cir. 2004); Firstar Bank, N.A. v. Faul

, 253 F .3d 9 82, 993–94 (7th Cir. 2001). B oth circuits reasoned that the leg islative h istory o f § 1348 a n d its predecessor
statutes revealed Cong ress’s intent to maintain jurisdictional parity between national and state bankin g associations b y placing them on the same jurisdictional f o o t i ng

. Horton
, 387 F .3d at 430–31; Firstar
, 253 F .3d at 993. Althoug h not

r e f e r enced in W

a c h ovia Bank

, we held 50 y ears earlier i n American S

urety Co. v. Bank of California

, that the B ank o f Cali f o r n i a was “a citiz en only of the state in which its principal place of business is located, the State of California” and that the bank was not a citiz en of every state in which it operated a br a n c h

. 133 F .2d 160, 161–62 (9th Cir. 1 943) (emphasis a dded). B y contrast, the F ourth Circui t in the W achov i a B a n k appeal held that a national bank is a citiz en of the state in which its main o ffice is located as well as every state in which it has a branch. 388 F. 3 d 4 14, 432 (4th Cir. 2004). T he Second Circuit recog niz e d the same in dicta. SeeR O U S E V

. W A C H O V I A M O R T G A G E 8

W orld T r a d e Ctr. Props., LLC v. Hartford Fire Ins. Co.
, 345 F .3d 154, 161 (2d Cir. 2003).

The Supreme Court’s holdin g i n W achovia Bank was larg e ly reasoned from the c onclusion that Cong ress intended
to protect the rig ht of n a tional banks to remove cases to federal courts. See 546 U .S. at 307 (“W ere we t o h o l d

. . . that a national bank is a dditionally a citiz en of every State in which it has established a branch, the access of a [ national] bank to a federal forum w ould be d rastically curtailed.

. . .”). W achovia Bank d i d n o t address whether a national bank is also a citiz en of the sta t e where it has its principal place o f business. T he Court n oted, however, that “ one wo u ld sensibly ‘locate’ a n a tional b a n k f o r

. . . qualification for diversity jurisdiction, in the State desig nated in its articles o f association as i t s main o ffice.” I d. at 3 18. The Court also stated that the omission o f a n y reference to a national bank’s principal place of business in § 1 348 “may be of scant practical sig nificance for, in almost e v e r y case

. . . the location of a national bank’s main office and of its principal place of b u siness coincide.” Id. at 317 n.9; see W ells Fargo Ba n k

, N.A. v. W

MR e-PIN, LLC
, 653 F .3d 702, 707–08 (8th Cir. 2011). This ack n o w ledg ment and discussion of the principal place of b usiness i s s u e strong ly sug g est that the Court did not overlook t h e i ssue of whether a national bank is a citiz en of both the state in which its main office is located and the state where it maintains its principal place of business in craftin g i t s clear and unqualified statement limiting citiz enship for diversity jurisdiction purpos e s to a n ational bank’s main office.

F ollowing W

achovia Bank

, the Eig hth Circuit addressed the ex act issue we confro n t in this appeal and held that a national bank is only a c itiz en of the state desig na t e d in itsR O U S E V

. W A C H O V I A M O R T G A G E 9

article s of a ssociation a s its main office. W MR e-PIN

, 653 F .3d at 709; see also M cKenna v. W

e l l s F argo Bank, N

. A.
, 693 F .3d 2 07, 212 (1st Cir. 2012) (finding divers i t y between an individual citiz en of Massachusetts and W e lls Farg o , N .A., because “W e ll[ s] F arg o, a national bank, i s a citiz en of the state wh ere it is ‘located’; this is the State desig nated in its articles o f association as its main office; a nd W e lls F arg o is a citiz en o f South Dakota for diversity purposes.” (internal citations and quotation marks omitted)); Hargrow v. W

ells Fargo Bank, N.A. , 491 F . App’x 534, 536 (6th Cir. 2012) (holding that Wells F arg o is a citiz en o f South Dakota, where its main office is located, for diversity juris diction purposes); Hicklin Eng’g L.C. v. Bartell

, 439 F

. 3d. 346, 348 (7th Cir. 2006) (“ W achovia Bank held that national banks are ci tiz ens o nly of the states in which their main offices are located.

. . . ”). Althoug h ag reeing in principle with the Seventh Circuit in Firstar an d t h e Fifth Circuit in Horton that § 1348 and its statutory pred e ce s s o rs initially embodied Cong ress’s intent to p ut national and state banks on the same jurisdictional footing

, in W MR e-PIN

, the Eig hth Circuit held that jurisdictional parit y did not survive

a 1958 amendme n t to the g eneral diversity jurisdiction statute, 28 U.S.C. § 1332(c)(1). W MR e-PIN

, 653 F

. 3 d at 707–10. The Eig hth Circuit reasoned that if Cong ress intended jurisdictional parity to survive subsequent statutory amendments, it w ould have ex pres s l y i ndicated this intent. Id. at 7 0 9

. The court c oncluded that the word “located,” a s used in the 1948 version of § 1348, could not mean b oth main office and p r incipal place of b usiness because c itiz enship for state-chartered c o r

porations b ased o n principal place o f business did not ex ist unti l t e n y e a rs later when Cong ress passed § 1332 in 1958. I d. a t 708. W e ag ree.R O U S E V

. W A C H O V I A M O R T G A G E 10

III. The Historical Landscape

Althoug h w e view th e S u p r eme Court’s declaration in W a chovia Bank on the scope of § 1348 to be definitive, t h e evolution of § 1348 and its interaction with § 1332(c)(1) also support our conclusion.

B e g inning in 1882, in Cong ress’s f i r s t treatment o f jurisdiction f

o r national banks, the statutory predecessor to the curren t § 1348 ex plicitly ensured jurisdictional parity between national banks and state-chartered banks. However, by 1887, Cong ress had abandoned jurisdiction al parity b e t ween the two ty

pes of banks and reoriented the statutory predecessor to the current § 1348 to ensure j u r isdictional parity b etween individual citiz ens a nd national banks. During th i s p eriod, state-chartered banks were citiz ens o nly of the
states by which they were incorporated; it was not until 1958 that Cong ress p rovided f

o r d ual citiz e nship for state-chartered banks according to their state of inco r p o r a t ion and their principal place of business. The history of the jurisdictional statutes, which we review below, is consistent with r eading the Supreme Co u rt’s statement in W achovia Bank to mean that, f o r a ll purposes u nder § 1348, a national bank is “located” only in the state in which its main office is located.

A. Section 1348 and its Statutory P redecessors

Th e f i rst n ational banking act provided “ [ t] hat suits, actions, and proceeding s by and ag a inst any [ national banking association] under this act may be had in any circuit, district,

or territorial court of the United States h eld within the district in w h i ch such association may b e established.” Act o f F eb. 25, 1863, ch. 58, § 59, 12 Stat. 665, 681 (replaced 1 8 6 4 ) (internal quotation marks omitted). I n 1864, Cong ress addedR O U S E V

. W A C H O V I A M O R T G A G E 11

that such suits could also b e broug ht “in any state, county , o r municipal court in the county or city in which said a ssociation is located, having jurisdiction in similar cases.” Act of J u ne 3, 1864, ch. 106, § 57, 13 Stat. 99, 116–17 (replaced 1875). B y 1875, Cong ress had provided f or removal of national bank

cases from state to fed e r a l co u rt under the theory that suits involving national banks necessarily a rose u n de r t h e federal laws. Act o f Ma r. 3, 1 875, ch. 137, § 2, 18 Stat. 470, 470 (repealed 1882); see Union Pac. Ry. Co. v. Myers
, 1 1 5 U

. S

. 1, 11 (1885).

Cong r ess chang ed course in 1882 when it enacted the first
statute specify

ing the state citiz enship of national banks. A ct

o f J u l y 1 2
, 1882, ch. 290, § 4
, 2 2 Stat. 162, 163 (repeal e d 1887); see Leather Mfrs.’ Nat’l. B a n k v

. Cooper
, 120 U.S. 778, 780–81 (1887). The 1882 act provided:

[ T] he jurisdiction for suits hereafter brough t by or ag ainst any as s o c iation established under any law providing for national-banking associations . . . shall be the same as, and not other than, the j u r isdiction for suits by o r ag ainst banks not o r g aniz ed under any law of the United States w h ich do or mig ht do banking b u s i n e s s w h e r e s u c h n a t i o nal-banking associations may be doing business w hen such suits may be beg un.

Act of J uly 1 2
, 1 8 8 2, ch. 290, § 4, 22 Stat. 163. That act chang ed the jurisdictional landscape by “provid[ ing ]
, in clear and unmistakable terms, that the courts of the United States should not have jurisdiction

. . . u nless they woul d have jurisdiction u nder like circumstances of suits by or ag ainst a state bank doing business in the same state with the nationalR O U S E V

. W A C H O V I A M O R T G A G E 12

bank.” Cooper
, 120 U.S. at 7 8 1

. Therefore, “national bank[ s] [ were]

. . . placed be f o r e t h e law in this respect the

same as a bank not o rga n iz ed under the laws of the United States.” Id. The leg islation p lainly established a principle o f jurisdictional parity with state-chartered banks and e n d e d national banks’ automatic qualification for federal q uestion jurisdiction. See id. at 780.

B u t Cong ress amended the statute five y ears lat e r

. The 1887 law provided in relevant part:

[ A ] l l n a t i o n a l b a n k i n g a s s o c i a t i o n s established under t h e laws of the United States shall

. . . b e d e emed citiz ens of the States in which they are respectively located; and in such cases the circuit and district courts shall n ot have jurisdiction other than such a s they would have in cases between i n d ividual citiz ens of the same State.

Act of Mar. 3, 1887, ch. 373, § 4, 2 4 Stat. 5 52, 554

– 5 5 (replaced 1888). This statute was considered a “revision[ ] to prescriptions on f

ede ral jurisdiction,” W

achovia Bank

, 546 U.S. at 310, because it removed lang uag e ty ing national bank jurisdiction to state b ank jurisdiction. See id. at 310–11. This p r o vision evokes the principle of jurisdictional parity : not p ar i t y b e tween national and state banks, but b etween national banks and “ individual citizens .” See Act of Mar. 3, 1887, ch. 373, § 4, 24 Stat. 5 5 4

– 5 5 (emphasis added). Any contrary reading would render the last clause of the 1887 act surplusag e because it was well established by 1 882 that national banks did not a u t omatically qualify f or federal question jurisdiction solely because they were natio nally chartered.R O U S E V

. W A C H O V I A M O R T G A G E 13

A y ear later, Cong ress revised the 1887 act by adding this
caveat as a separate parag raph: “The provisions of this section shall not be held to affect the jurisdiction of the courts of the United States in cases commenced by the United States

or by d irection of any officer thereof, or cases for w inding up the affairs o f any such bank.” Act of Aug

. 13, 1888, ch. 866, § 4, 25 Stat. 433, 436 (replaced 1911 )

. T h is amendment clarified that federal courts retained federal question j u r i s d i c t i o n o v e r n a t i o n a l b a n k s i n t w o s p e c i f i c circumstances: (i) in suits b y the United States or (ii) for winding u p the bank’s affairs. Only the 1882 a ct contained

ex p ress lang uag e p roviding that national banks should be treated the same as identically situated state-chartered banks. The s t a t u t o rily embodied principle of jurisdictional parity was not lin k e d w ith state-chartered banks or other corporations. F rom a historical perspect i v e , the d ecision to tie the citiz enship of national banks to the citi z e nship of statec h a r t ered banks—as the 1882 act d id—bears no g reater weig ht than ty ing the citiz enship of na tional banks to the citiz enship o f natural persons—as the 1887 act and 1888 revision did.

Cong r ess shifted g ears a g a i n in 1911. The 1911 act provided, in relevant part, that “all national banking associations esta blished under the laws of the United States shall, for the purposes of all other actions ag ainst them

. . . be deemed ci t i z e ns of the States in which they are respectively l o c ated.” Act of Mar. 3
, 1911, ch. 231, § 16, 36 St a t

. 1 0 8 7
, 1093 (amended 1948). I n Herrmann v. Edwards

, the Supreme Court ex p lained that the 1911 act maintained the limits o n f

ederal jurisdiction that Cong ress established in the 1887 act: federal question jurisdiction was available for suits by the United States or for winding u p a bank’s affairs, a nd diversity j u risdiction was available for all other suits withR O U S E V

. W A C H O V I A M O R T G A G E 14

national banks being “deemed citiz ens of the states in which
t h e y a r e respectively located.” 238 U.S. 107, 113, 116– 1 8 (1915) ( quoting Act o f Mar. 3, 1911, ch. 231
, s. 16, 36 Stat. 1093). The Court’s reasoning did not rely on analy sis o f jurisdiction f

or suits involving state- chartered banks; r ather, its analy sis focused on the availability of federal jurisdiction and reaffirmed the “ f

undamental principle,” codified in the 1882 act, that “because a corporation was a national b ank, created under an act [of] Cong r ess, g ave it no g reater rig ht to

remove a case [ to federal court] than if it had been org a niz ed under a state law.” Id. at 111, 113

. Therefore, to the ex tent that the 1887 and 1911 acts established any principle o f jurisdictional parity

, the statutes r e f e r red to federal question jurisdiction, not to diversity jurisdiction.

Cong r ess made a final minor tweak to the statute in 1948. The 1948 act, which is presently codified at 2 8 U .S.C. § 1348, provides in relevant part that “[ a] ll national banking associations shall, for the p urposes of all other actions by o r ag ainst them, be deemed citiz e ns of the States in which they

are respectively located.” Act of J une 2 5
, 1 948, ch. 646, s. 1348, 62 Stat. 869, 934. As with the 1887 amend m e n t a nd 1911 act, there is no mention w hats o e v er of jurisdictional parity

.

B. Section 1332(c)(1)

Althoug h Cong ress’s last work on the c i t i z enship o f national banks came in 1 948, a sig n ificant sh i f t in diversity citiz enship followed in 1958 with r espect to state-c h a r t ered corporations, a categ ory that i n c l udes state-chartered banks. Cong r ess a dopted a new provision that a state-charte r ed corporation is a c itiz en of both the state of incorporation a nd the state of its principal place o f business. Act o f J uly 25,R O U S E V

. W A C H O V I A M O R T G A G E 15

1958, Pub. L

. No. 85-554, § 2, 72 Stat. 4 1 5 ( codified at 28 U.S.C. § 1332(c)(1)).

As the Supreme Court recently ex plained, “[ i] n 1928 [ the Supreme] Court made clear that the ‘state of incorporation’ rule w as virtually absolute.” Hertz Corp. v. Friend

, 559 U.S. 77, 85 (2010). Objections to this rule started to percolate in the 1930s. See id. at 85–88. B ut Cong ress did n ot adopt the princ i pal place of business test for state-chartered corporations u ntil 1958. I d

. at 8 8. According ly

, in 1948—when Cong r e ss a dopted the current version o f § 1348—Cong ress k

new that, outside of t h e bankruptcy
contex t, state-chartered b anks and other corp o r a tions were citiz ens of only t h e s t a te by which they had been i ncorporated. To the ex tent that Cong ress intended to l i n k implicitly national banks and state-chartered banks, it linked them tog ether in a reg ime where state-cha r t e r ed banks were citiz ens of only

a sing le state.

I n interpreting cong ressional intent, w e l o o k to the time of Cong ress’s enactment of the le g islation. S ee MCI Telecomm. Corp. v. Am. Tel. & Tel. Co.
, 5 1 2 U

. S

. 2 18, 228 (1994) (noting that “the most relevant time for determining a statutory term’s meaning ” is when t h e s t atute became law). No principle of statutory interpretation suggests that we should look t o a l ater-passed statute n ot involving n ational banks to d ivine co n g r essional intent reg arding a completely di f f e r e nt statute passed ten y ears earlier. Such c onvoluted bootstrapping would defy common sense. To the ex tent Cong r ess intended to provi d e f o r j u r isdictional parity b etween nationally c hartered and state-chartered b anks, as the district
court sug g ested, parity almost certainly m e ant that n ational banks were c itiz ens of only one state because state-chartered banks were, at the time, citiz ens of only o n e state. MoreR O U S E V

. W A C H O V I A M O R T G A G E 16

importantly

, had Cong ress wanted to a s s u r e a link to statechartered banks, it knew how t o do so ex plicitly

, as it did in the 1882 act. L ikewise, Cong ress u ndoubtedly u n d e r stood how to define the citiz enship o f a federally chart ered association as it did in 2006 with f ederal saving s a ssociations. See 12 U.S.C. § 1464(x ) ( p roviding that “ [ i] n d etermining whether a F ederal court h as diversity jurisdiction over a case in which a F ederal saving s association is a party , the F ederal saving s association shall be considered to be a citiz en only o f the State in which such saving s association has its home office.”).

W e d o not rewrite leg islation in lig ht of c hang ed circumstance s

. Cong ress b eg an its treatment of jurisdiction for national banks with a notion of jurisdictional parity that it later affirmatively deleted from the statute. Nothing in the
current version of the statute or in its history sug g ests that Cong r ess intended to revive the principle of j u r isdictional parity between state-chartered banks an d national banks. I ndeed, interpreting “located,” as u sed in § 1348, to r e fe r t o both a national bank’s principal place of business and its main office would require a f inding that juris d i c tional parity between state-chartered banks and national banks is “an immutable principle that endures long after the statutes from which it a

rose have been amended and all ref e r e n ce s to it have been ex cised,” w h i c h n either history nor p recedent support. See W

MR e-Pin , 653 F .3d at 708–09.

The Supreme Court’s decision in W achovia Bank and the history o f the relevant leg islation demonstrate that the current version o f the statute doe s not include an ethereal incorporation of any principle of jurisdictional parity b etween state-chartered banks and national ba n k s for suits asserting diversity a s a b asis for federal jurisdiction. The dissent offersR O U S E V

. W A C H O V I A M O R T G A G E 17

an attractive policy a lternative. Ho w e v er, should Cong ress wish to link the jurisdiction for national and state banks, the
statute c a n e asily be amended. I t is not our role to work a revision of the statute. W e h old that, under § 1348, a n ational banking association is a citiz en o nly of the state in which its main o ffice is located. According ly

, Wells F arg o is a citiz en only of South Dakot a, where its main office is located, a nd the district court’s judg ment to the contrary is reversed.

REVERSED AND REMANDED.

GOUL D, Circuit J udg e , dissenting :

I reg r et that I cannot ag ree with my coll eag ues on the
proper disposition of this appeal. Rather, to me it seems that

we should view W ells F arg o as a c itiz en of California for diversity purposes, and affirm the district court.

L ike the district court, I would r e l y on the “mode o f analy sis” contained in Ninth Circuit preced ent, which

s upports jurisdictional parity between national banks a nd state-chartered corporations, including state-chartered banks. Se e A m

. Sur. Co. v. B a nk of California

, 133 F .2d 160, 162 (9th Cir. 1943).

The Supreme Court' s decision in W achovia Bank does not address whether a n ational bank could be a citiz en of the state of its principal place of b usiness. See W a chovia Bank v

. Schmidt

, 5 46 U.S. 303, 315 n.8 ( 2006). T he controlling issue

was never raised in that case because the d efendant bank’s principal place of business was located in the same state as its main office. See id. at 317 n.9. I t i s one thing to say that aR O U S E V

. W A C H O V I A M O R T G A G E 18

national bank is not a citiz e n of every s t a t e w here it has any branch o perations. S

e e id. at 313. 1 I t is quite another to say what the majority say s here: that a bank is o n l y a citiz en o f the state d e sig nated as its main office. See Maj. Op. at 17. I n W achovia Bank

, the Supreme C o u r t ex p ressed c oncern that national banks would become “sing ularly di s f a vored corporate bodies with r eg ard to their access to federal courts.” Id. at 31 9

. T h e majority ’s rule g oes too far in the opposite direction and places national banks on superior footing in their ac c e s s to federal courts as compared to other corporations. See 28 U.S.C. § 1332(c)(1).

Althoug h the majority ag rees with the statutory analy sis from the Eig hth Circuit’s decision in W ells Fargo Bank, N.A.

v. W M R e-PIN, LLC
, 6 5 3 F .3d 702, 707–09 (8th Cir. 2011), I am not convinced that juri s d i c tional parity is as “ethereal”

as the majority sug g ests. S ee Maj. Op. at 16. I nstead, I am persuaded by J udg e Mur p h y ’ s W M R e-PIN d issent that

“ W achovia should be construed in favor of continuing to read § 1 3 48 in lig ht of the preex isting poli c y of jurisdictional parity between national banks on the one hand and state banks and corporations on the o ther.” W MR e-PIN

, 653 F .3d
at 717 (Murphy

, J
., dissenting ); see Horton v. Bank O n e , N.A.
, 387 F .3d 426, 429–36 (5th Cir. 2004), c e r t

. denied

, 546 U.S. 1149 (2006); Firstar Ban k

, N.A. v. Faul

, 253 F .3d 982, 985–94 (7th Cir. 2001). A nd while many district courts

1 T h e Su p r em e Co u rt reaso n ed : “ W ere w e to h o ld

. . . th at a n atio n al b an k is ad ditio n ally a citizen o f ev ery S tate in w h ich it h as estab l ish ed a b ran ch

, th e access o f a f

ed erally ch artered b an k to a f ed eral f o ru m w ou ld b e drastically cu rtailed in c o m p a r i s o n to th e access af

f o rd ed state b an k s

an d o t h er state- in co rp o rated en tities. Co n g ress, w e are satisf ied

, created

n o s u ch an o m aly .” W

a ch o via Ba nk

, 54 6 U.S. at 3 0 7

. T h at reaso n i n g h as little f o rce i n th i s case w

h ere w e d ecid e i f a n a t i o n a l b an k i s a citizen of th e state w

h ere it h as its p rin cip al p lace o f b u s in ess.R O U S E V

. W A C H O V I A M O R T G A G E 19

have followed the E ig h th Circuit’s narrow approach t o interpreting “ located” u nder § 1348, many others have concluded that Wells Fa r g o is a citiz en of California for d i v ersity purposes by following the log ic of the F ifth a n d Seventh Circuits. See, e.g.
, E llis v. W ells Fargo Bank, N.A.

,

__ F

. Supp. 2d __, 2014 W L 585627, at *2–3 (S.D. Cal. F eb. 14, 2014) (concludi n g t hat the F ifth Circuit’s reasoning in Horton was consistent with the Supreme Court’s r easoning in W achovia Bank and that W ells F arg o is “located” under § 1348 in California w here it maintains its principal place o f business); Sako v. W

ells Fargo Bank, N.A.
, __ F

. Supp. 2d __, 2014 W L 584268, at *3–4 (S.D. Cal. F e b. 11, 2014) (same).

F inally

, there is an important policy implication that should be considered because the word “located” in 18 U .S.C. § 1348 is ambig u ous. To say that a bank l i k e W ells F arg o, traditionally

identified with California and with its principal place of business there for more than a c e n t u r y , is not a citiz en of California for diversity p urposes, would mean that
any bank b roadly identified with a state in which it started its business and maintained its p rincipal place of business could

ensure federal court diversity a c tio n s, and rule out the state courts, even when pitted ag ainst adverse citiz ens of the state where it is most closely identified and understood to operate. I do not think that idea, at odds with principles of f ederalism that g ive state courts a say in re s o l v i ng their residents’ disputes, is w hat Cong r ess h a d in mind. I respectfully dissent.